Kingsbridge Holdings PLC
10 December 2002
KINGSBRIDGE HOLDINGS PLC
10 DECEMBER 2002
KINGSBRIDGE HOLDINGS PLC ('Kingsbridge' or the 'Company')
UPDATE ON PROGRESS OF STRATEGIC DISCUSSIONS, PRELIMINARY ANNOUNCEMENT OF RESULTS
FOR THE YEAR ENDED 31 AUGUST 2002 AND INDEPENDENT FINANCIAL PARTNERSHIP LIMITED
UPDATE ON STRATEGIC DISCUSSIONS
On 12 September 2002, Kingsbridge announced that it was in discussions with
third parties with regard to strategic alliances. The Board now wish to state
that it is no longer holding discussions which might result in an offer being
made for the Company. However, the Board continues to hold preliminary
discussions with a third party with regard to an important development for the
The Company intends to announce its results for the year ended 31 August 2002 at
the earliest opportunity, which is expected to be in early January 2003. The
Company's auditors are currently concluding their audit. The results are
expected to show profits before taxation, goodwill amortisation and exceptional
items of approximately £1.5 million. The Group continues to trade within its
facilities but current market conditions means the Board remains cautious about
the outlook for the current year.
The Independent Financial Partnership Limited
In April 2001 the Company acquired the entire issued share capital of the
Independent Financial Partnership Limited ('IFP').
Notifications have been received from certain clients of IFP stating that they
will seek to hold IFP responsible for loss which may be suffered by those
clients arising out of certain investments originally made prior to the
acquisition by the Company of IFP in Imperial Consolidated Mutual Limited
('ICM'). IFP has denied any liability in relation to such claims.
ICM established a licensed mutual fund in the Bahamas and operated a sub-fund
known as the Alpha + Fixed Income Fund ('the Alpha + Fund'). The relevant
investments were made by clients of IFP by means of portfolio investment bonds
provided by a number of reputable Life Offices and on the basis of an offering
memorandum issued by ICM in July 2000 ('the Offering Memorandum').
Under the terms of the Offering Memorandum, Investments in the Alpha + Fund were
to be lent to Imperial Consolidated Financiers Limited ('ICFL') a sister company
of ICM registered in England. The relevant funds so received were then to be
lent via solicitors (who were conducting personal injury litigation for clients
on a contingency fee basis) to their individual clients.
Approximately £11 million was invested by some 27 IFP clients in the Alpha +
Fund. In June 2002 ICFL was placed into administration and in July 2002
provisional liquidators were appointed to ICM. The Company had previously
obtained on behalf of IFP clients a guarantee from ICFL of repayments of the
investments made in the Alpha + Fund. Demands for repayment under the guarantee
have been made but not met. The relevant IFP investors should therefore be
creditors in the insolvency of both ICM and ICFL. Proceedings in respect of
claims of breach of fiduciary duty have been brought by ICM/ICFL against certain
directors and officers of these companies. It is unclear what distributions will
be available to unsecured creditors, but in any event there will not be any
distributions for a lengthy period of time.
The Board of the Company has instigated investigations into the circumstances
surrounding these matters. Taking account of various defences open to IFP and
certain rights of recourse available against third parties, these investigations
have led the Board to form the opinion that no material liability will fall upon
the Kingsbridge Group as a result of investments made by IFP clients in the
Alpha + Fund.
In addition, preliminary discussions are taking place with certain of the
vendors of IFP with a view to resolving this situation. Shareholders will be
kept informed of all material developments.
Kingsbridge Holdings Plc
Martin Greenwood 01423 523311
Teather & Greenwood Limited
Christopher Hardie 020 7426 9576
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